Legal Issues in Internal Governance of Joint Stock Companies with Foreign Shareholders
Question: Our company is a joint stock company with foreign shareholders (holding 35% of shares). We would like to review legal issues related to voting rights, information access rights and the right to convene the General Meeting of Shareholders (GMS) of this shareholder to standardize the Charter and ensure transparency in internal management. Can SB […]
Contributing Intellectual Property as Capital
Question: Our company plans to accept a capital contribution from an individual in the form of proprietary software and a registered trademark. We request SB Law’s advice on the legal conditions to validate such contribution and avoid legal risks in profit distribution or dissolution. Answer Pursuant to Articles 34 and 35 of the Law on […]
Use of E-Contracts in International Commercial Transactions
Question: We plan to adopt fully electronic contracts for international commercial transactions. Can SB Law advise on the legal validity of e-contracts in international commerce and what conditions must be satisfied to ensure enforceability, especially in case of disputes? Answer: Under Vietnam’s Law on E-Transactions 2005 (amended 2023) and the UNCITRAL Model Law on Electronic […]
Legal Advice on the Procedure for Termination of Tax Code Validity for Branch Closure
Question: We are currently in the process of applying for the termination of the tax code validity in order to close our Ho Chi Minh City Branch. However, upon submission, the Tax Officer advised us to reconsider as the closure of the HCMC Branch may give rise to the following two issues: 1. Temporary exit […]
SB Law – Legal Representation for a Hong Kong Client in a Dispute over a Deposit Agreement for Apartment Purchase
In the context of Vietnam’s growing integration and economic development, the real estate market has emerged as an attractive destination not only for domestic investors but also for many foreign individuals and organizations. However, alongside its potential, the market also presents various legal risks—particularly for foreign investors who may not be fully familiar with Vietnam’s […]
SBLAW Newsletter for Week 2 of July (07/7/2025 - 11/7/2025)
SBLAW is pleased to present to our valued readers the Law newsletter for Week 2 of July (07/7/2025 - 11/7/2025) with the following main contents: 1. Taxes – Charges – Fees Decree No. 199/2025/ND-CP – Amendments to Export and Import Tariff Schedules Adjusts preferential import tariff rates for several items: Tin-mill blackplate (TMBP) steel: 0% […]
Consultation on the Retail Rights of an Enterprise with an Alcohol Distribution License
Question: Our company has been granted a liquor distribution license. Currently, we are selling liquor by bottle to individual customers and retail stores, without opening bottles to sell by the glass, as in bars. Is this business model in compliance with the contents of our license? With our existing liquor distribution license, are we allowed […]
Are service contracts and collaborator agreements subject to compulsory social insurance contributions from July 1, 2025
Question: Dear SB Law, our company has recently signed a collaborator agreement. Does this type of agreement fall under the scope of compulsory social insurance contributions pursuant to the 2024 Law on Social Insurance? Answer: According to Article 2 of the 2024 Law on Social Insurance (effective from July 1, 2025), "collaborators" working for the […]
Investment and business operations in the United States
Question: Our company intends to establish a company in the United States and assign employees from Vietnam to work at the newly established entity. Kindly advise us on the legal procedures and requirements that must be fulfilled both in the United States and in Vietnam in order to achieve this objective. Answer Establishing a Company […]